FORM NT 10-QSB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Quarterly Report Under Section 13 or 15 (d)
of the Securities Exchange Act of 1934
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the combined three quarterly periods ended March 31, 1996
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
For Three Quarters Ended Commission File Number
March 31, 1996 0-9735
CDX CORPORATION
(Exact name of registrant
as specified in its charter)
COLORADO 84-0771180
(State of Incorporation) (I.R.S. Employer
Identification Number)
Two Charles Street
Providence, RI 02904
(Address of principal
executive offices) (Zip Code)
Registrant's telephone number, including area code (401) 274-9518
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past ninety days.
YES NO X
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
CLASS SHARES OUTSTANDING AT MARCH 31, 1996
Common, $.01 par value 3,588,094
<PAGE>
CDX CORPORATION
FORM NT 10-QSB QUARTERLY REPORT
Table of Contents
PART I - FINANCIAL INFORMATION
Item 1.
Financial Statement:
Condensed Balance Sheets as of March 31, 1996
and June 30, 1995 . . . . . . . . . . . . . . . . . . . . . 3
Condensed Statements of Operations - Three months ended
September 30, 1995 and September 30, 1994 . . . . . . . . . 4
Condensed Statements of Operations - Three months ended
December 31, 1995 and December 31, 1994 . . . . . . . . . . 5
Condensed Statements of Operations - Three months ended
March 31, 1996 and March 31, 1995 . . . . . . . . . . . . . 6
Condensed Statements of Operations - Nine months ended
March 31, 1996 and March 31, 1995 . . . . . . . . . . . . . 7
Condensed Statements of Cash Flows - Nine months ended
March 31, 1996 and March 31, 1995 . . . . . . . . . . . . . 8
Notes to Condensed Financial Statements . . . . . . . . . . 9
Item 2.
Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . . . 10
Other Information . . . . . . . . . . . . . . . . . . . . . 11
<PAGE>
CDX CORPORATION
CONDENSED BALANCE SHEETS
ASSETS
March 31, 1996 June 30,1995
(unaudited) (note)
Current Assets:
Cash and Cash Equivalents $ 441 $ 36,142
Accounts Receivable, Net 52,228 56,143
Inventory 85,647 109,959
Prepaid Expenses & Other 10,559 14,630
Total Current Assets 148,875 216,874
Property at Cost:
Furniture & Equipment 186,844 185,084
Less Accumulated Depreciation (163,423) (158,986)
Property-Net: 23,421 26,098
Intangible Assets, Net: 54,177 60,866
Total Assets $ 226,473 $ 303,838
LIABILITIES AND STOCKHOLDERS' EQUITY
March 31, 1996 June 30,1995
(unaudited) (note)
Current
Liabilities:
Accounts Payable-Trade $ 223,073 $ 171,428
Accounts Payable-Affiliate 233,683 202,831
Note Payable 55,000 55,000
Notes Payable 120,544 100,100
Accrued Expenses & Other 36,073 49,873
Total Current Liabilities 668,373 579,232
Stockholders' Equity:
Common Stock,$.01 Par Value
Authorized 10,000,000 Shares
Issued: 3,588,094 ; 3,398,093 35,881 35,881
Capital Surplus 4,771,798 4,771,798
Accumulated Deficit - (5,249,579) (5,087,073)
Less Treasury Stock,
166 Shares;
No Assigned Value -------- --------
Total Stockholder's Equity $ (441,901) $ (275,394)
Total $ 226,473 $ 303,838
Note: The balance sheet at June 30, 1995, has been taken from the audited
financial statement at that date and condensed.
<PAGE>
CDX CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
Three Months Ended
1st Qtr-FY96 1st Qtr-FY95
September 30, 1995 September 30, 1994
Revenues:
Net Sales & Other Revenues $ 335,340 $ 381,112
Operating Costs & Expenses:
Cost of Sales 187,132 235,082
Selling & Administrative
Expenses 211,375 357,112
TOTAL OPERATING COSTS &
EXPENSES 398,507 592,194
Operating Income (Loss) (63,167) (211,082)
Other Income
Interest Income 148 0
Other Income 1,010 0
Other Expense (9,006) (4,838)
Income (Loss) Before Income Taxes (71,015) (215,920)
Provision for Income Taxes --- ---
Net Earnings (Loss) $ (71,015) $ (215,920)
Net Earnings (Loss) per $ (.020) $ (.064)
Common Share
WEIGHTED-AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 3,558,094 3,398,093
<PAGE>
CDX CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
Three Months Ended
2nd Qtr-FY96 2nd Qtr-FY95
December 31, 1995 December 31, 1994
Revenues:
Net Sales & Other Revenues $ 335,340 $ 381,112
Operating Costs & Expenses:
Cost of Sales 187,132 235,082
Selling & Administrative
Expenses 211,375 357,112
TOTAL OPERATING COSTS &
EXPENSES 398,507 592,194
Operating Income (Loss) (63,167) (211,082)
Other Income
Interest Income 148 0
Other Income 1,010 0
Other Expense (9,006) (4,838)
Income (Loss) Before Income Taxes (71,015) (215,920)
Provision for Income Taxes --- ---
Net Earnings (Loss) $ (71,015) $ (215,920)
Net Earnings (Loss) per $ (.020) $ (.064)
Common Share
WEIGHTED-AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 3,558,094 3,398,093
CDX CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
Three Months Ended
3rd Qtr-FY96 3rd Qtr-FY95
March 31, 1996 March 31, 1995
Revenues:
Net Sales & Other Revenues $ 335,340 $ 381,112
Operating Costs & Expenses:
Cost of Sales 187,132 235,082
Selling & Administrative
Expenses 211,375 357,112
TOTAL OPERATING COSTS &
EXPENSES 398,507 592,194
Operating Income (Loss) (63,167) (211,082)
Other Income
Interest Income 148 0
Other Income 1,010 0
Other Expense (9,006) (4,838)
Income (Loss) Before Income Taxes (71,015) (215,920)
Provision for Income Taxes --- ---
Net Earnings (Loss) $ (71,015) $ (215,920)
Net Earnings (Loss) per $ (.020) $ (.064)
Common Share
WEIGHTED-AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 3,558,094 3,398,093
<PAGE>
CDX CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
Nine Months Ended
March 31, 1996 March 31, 1995
Revenues:
Net Sales & Other Revenues $ 335,340 $ 381,112
Operating Costs & Expenses:
Cost of Sales 187,132 235,082
Selling & Administrative
Expenses 211,375 357,112
TOTAL OPERATING COSTS &
EXPENSES 398,507 592,194
Operating Income (Loss) (63,167) (211,082)
Other Income
Interest Income 148 0
Other Income 1,010 0
Other Expense (9,006) (4,838)
Income (Loss)
Before Income Taxes (71,015) (215,920)
Provision for Income Taxes --- ---
Net Earnings (Loss) $ (71,015) $ (215,920)
Net Earnings (Loss) per $ (.020) $ (.064)
Common Share
WEIGHTED-AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 3,558,094 3,398,093
<PAGE>
CDX CORPORATION
CONDENSED STATEMENTS OF CASH FLOW
(unaudited)
Nine Months Ended
March 31, 1996 March 31, 1995
OPERATING ACTIVITIES:
Net (Loss) $ (71,015) $ (215,920)
Adjustments to Reconcile
Net Loss to Net Cash Provided/
(Used) by Operating Activities:
Depreciation & Amortization 14,352 21,079
Changes in Operating
Assets & Liabilities:
Accounts Receivable 9,637 (13,848)
Inventory 8,901 19,472
Prepaid Expenses (19,554) (6,183)
Accounts Payable-Trade (87,144) 82,946
Accounts Payable-Affiliate 45,825 61,861
Accrued Expenses 20,729 6,661
Total Adjustments (7,254) 171,988
Net Cash (Used for)
Operating Activities (78,269) (43,932)
INVESTING ACTIVITIES:
Purchase of Equipment (785)
Acquisition of Assets-Other (36,071) (8,786)
Net Cash (Used for)
Investing Activities (36,856) (8,786)
FINANCING ACTIVITIES:
Short-term Borrowings 11,204 63,500
Earn-out Payable 98,911
Issuance of Common Stock 47,500
Net Cash Provided by
Financing Activities 157,615 63,500
Net (Decrease) in Cash
and Cash Equivalents 42,490 10,782
Cash and Cash Equivalents,
Beginning of Period (83) 5,097
Cash and Cash Equivalents,
End of Period $ 42,407 $ 15,879
<PAGE>
CDX CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
1. In the opinion of Management, the unaudited condensed financial
statements contain all adjustments (consisting of normal accruals) necessary
to present fairly the financial position as of March 31, 1995, the results of
operations for the nine months ended March 31, 1996 and March 31, 1995 and the
cash flows for the nine months ended March 31, 1996 and March 31, 1995. These
statements should be read in conjunction with the audited financial statements
and notes thereto included in the Company's Annual Report on Form 10-K for the
year ended June 30, 1995.
2. Inventory consists of the following at March 31, 1996 and June 30,
1995.
March 31, 1996 June 30, 1995
(Unaudited)
Raw Material $ 60,521 $ 67,352
Work-in-Process 4,290 3,808
Finished Goods 32,860 35,412
Total $ 97,671 $ 106,572
3. Intangible assets consist of the following at March 31, 1996 and June
30, 1995.
March 31, 1996 June 30, 1995
Invention Rights, Net $ 32,500 $
Software Development Costs 33,087 39,794
Total $ 65,587 $ 39,794
4. Accounts Payable-Affiliate represents rent and related expenses of
office space.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
Net sales and operating revenues for nine months ended March 31, 1996,
increased by 7% over the equivalent period in the prior year. Increased
sales volume is related to the addition of several new products to the
Company's line of safety products.
Cost of sales as a percentage of net sales and operating revenues was
virtually unchanged compared with the same period in the prior year.
Sales and administrative expenses in the nine months ended March 31,
1996, decreased by 39% as compared to the same period in the prior year.
This is primarily due to a reduced payroll and by the assumption, during
the period, of certain marketing costs associated with CPR mask under a
joint venture with an affiliate.
Sales are expected to continue to increase during the fourth quarter
of FY96 due to the scheduled release of the single use CPR mask and growth
in the sales of the safety products line.
Liquidity
Working capital deficit at March 31, 1996, decreased by $77,893
from June 30, 1995. This improvement in the working capital deficit was
primarily due to a decrease in short term borrowings and an increase in
non-current liabilities arising from a negotiated recharacterization of
$98,911 in payables stemming from new product development costs under an
earn-out arrangement.
Inventory in finished goods decreased by $2,552 during the period
as prior stock was consumed to fill customer orders. Receivables
decreased during the period reflecting a decrease in sales from the fourth
quarter FY94.
Capital Resources
The Company made a private placement of its restricted stock and a
note in the combined amount of $50,000 during this third quarter FY95.
The Company has entered into an agreement with Global Environmental
Technology, Inc. acquiring the development, manufacturing and
distribution rights to certain safety equipment for the industrial and
firefighter markets. This transaction was effected with the issuance of
common stock and an advance against future royalties.
Management has not committed to any material capital expenditures
for the future.
Research and Development Resources
CDX has several products in the research and development stage.
Management continues to fund the R&D of these products as needed.
<PAGE>
PART II
OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS -
Neither the Registrant nor any of its affiliates
are a party, nor is any of their property subject, to material
pending legal proceedings or material proceedings known to be
contemplated by governmental authorities.
ITEM 2 CHANGES IN SECURITIES -
The Company issued 190,000 unregistered, restricted shares of
its common stock during the quarter ended March 31, 1995 in
connection with the acquisition of certain product lines and
rights and a private placement.
ITEM 3 DEFAULTS UPON SENIOR SECURITIES -
None
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS -
None
ITEM 5 OTHER INFORMATION -
None
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K -
A. Exhibits
Exhibit 27. Financial Data Schedule
B. Reports on Form 8-K
None
ADDITIONAL EXHIBITS -
The exhibits required to be furnished are either not
applicable or the information can be clearly determined
from the filed material.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has dully caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CDX Corporation
/S/ Philip D. Schein
_________________________________________
Philip D. Schein, President and Secretary
/s/ Harold I. Schein
_______________________________________
Harold I. Schein, Chairman of the Board,
and Treasurer
Date: April 28, 1998
<PAGE>
INDEX TO EXHIBITS
(a) Exhibits:
The following documents are filed herewith or have been included as
exhibits to previous filings with the Commission and are incorporated
herein by this reference:
Exhibit No. Document
* 3.1 Restated Articles of Incorporation dated
July 3, 1985
(incorporated by reference to the exhibits
and Registrant's report filed on Form 10-K
dated September 25, 1985)
* 3.2 Articles of Amendment dated December 4, 1987
to the Restated Articles of Incorporation
(incorporated by reference to the exhibits
to Registrant's report filed on Form 10-K
dated September 15, 1989)
* 3.3 Bylaws dated July 5, 1985
(incorporated by reference to the exhibits
to Registrant's report filed on Form 10-K
dated September 15, 1989)
______________
* Incorporated by reference from the issuer's Annual Report Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
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